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SlWiNWfi, 1. GENERAL REQUIREMENTS FIRM PROFILE MarcumRachlin, a division of Marcum LLp, is one of the largest independent public accounting and advisory services firms in the nation. Ranked 17th among the "Top 100 Firms" by Accounting Today, MarcumRachlin offers the resources of more than 950 professionals, including 120 partners, in 15 offices throughout Florida, New York, New Jersey, Massachusets, Connecticut, Pennsylvania and Grand Cayman. The Firm maintains permanent offices in Florida in Fort Lauderdale, West Palm Beach, Miami and Orlando. Since its founding in 1955, MarcumRachlin (previously known as Rachlin LLP) has been a regional leader, delivering the personal attention of a small firm matched with the global resources and experience of a larger firm. It is ranked among the leading firms in the Southeast. In 2009, the Firm extended its reach into the Northeast through a strategic merger with New York-based Marcum & Kliegman LLP (now known as Marcum LLP). The two firms, with a combined history of 112 years, each possess an outstanding reputation in their respective regions. In addition to accounting, audit and tax, MarcumRachlin's professional services include mergers and acquisition planning, family office services, forensic accounting and litigation support. The Firm has developed several niche practice areas including services for the government, public and not-for-profit sectors; alternative investment partnerships; sales and use tax recovery services; targeted professional services for hedge funds; SEC-registrants; and bankruptcies and receiverships. The Firm has been performing audits of governmental entities for almost 40 years. The Firm also provides nontraditional services to clients through its separate marketing and graphic design division. In 2008, MarcumRachlin (then known as Rachlin) was selected as one of Inside Public Accounting's "Top 100 Accounting Firms." In 2007, the Firm's Managing Partner, Lawrence Blum, was honored by ~ - >--~ the South Florida Business Journal as one of the year's "Ultimate CEOs," and the Rachlin Foundation was named among the top 15 givers to South Florida charities. Marcum is a member of the Marcum Group, the gateway to a group of organizations that provide a variety of professional services including accounting and advisory, technology solutions, recruiting, wealth management and marketing and design. These organizations include MarcumRosenfarb LLC; MarcumRachlin, a division of Marcum LLP; Marcum Technology LLP; MarcumBucanan Associates LLC; Marcum Search LLC; and Marcum Financial Services LLC. OUR SPECTRUM OF SERVICES INCLUDE: Assurance Services Assurance services primarily involve the audit of financial statements and the issuance of an opinion on the fairness of the presentation of financial position and results of operations of an entity. Our philosophy and practice is to blend technical, practical and business approaches when conducting each engagement. Advisory Services The Firm's Advisory services encompass the analysis of business problems, the evaluation of the scope of specific situations, as well as the development of solutions and alternative procedures. The purpose of this comprehensive endeavor is to assist clients in solving their management problems. The scope of an advisory engagement is determined in large measure by the client, and depends partially on the extent of involvement of the client's own personnel. The Firm aims to provide clients with "know-how" by using personnel who have the knowledge and experience to serve clients in a wide range of functional areas such as accounting systems, computer systems, financial controls and organizational structure as well as business valuations and forensic audits. MARCUM MarcumRachlin R A C H L I N Proposal for Professional Audit Services ACCOUNTANTS. ADVISORS A Division of Marcum LLP Page - 1